My favorite part of new tech company filings is looking at the risk section and finding something to the effect of: "We are not profitable, and may never be."
> We have a history of losses and, especially if we continue to grow at an accelerated rate, we may be unable to achieve profitability at a company level (as determined in accordance with GAAP) for the foreseeable future.
I understand the reasoning behind having these in the document, but I always get a kick out of seeing it said so plainly.
It's a property company that's planning tracking everything people do in their buildings.
>WeWork's latest acquisition is a small software company with 24 employees. Euclid is a spatial analytics platform...Euclid's website says the company is "focused on redefining the workplace experience of the future." Translation: optimizing every aspect of the physical workplace so workers are their most productive. Euclid does this by tracking how people move around physical spaces. Its technology can track how many people showed up to a meeting or to that after-work happy hour. The company can see where employees tend to congregate and for how long. It's all done over Wi-Fi.
Yeah, I don't see that providing the outsized gains they're hoping for. I've talked to a number of entrepreneurs who business plan is basically
1. Collect data
2. ???
3. Profit
And every time I quiz them on point 2, they get squirrely. They can never explain exactly how it works; at best I get hazy references to Google making lots from data, which is at best a partial truth.
In this case, I doubt having that data will do much; humans are already natural optimizers. Really, the things workplaces should be optimized for are unlikely to be easily measurable, so at best these systems will optimize for the wrong thing.
And really, the reason workplaces aren't particularly optimal now is that most decisions are made not for maximizing business value, but for maximizing the power and comfort of those high up. As an example, when businesses relocate their headquarters, it is generally to move closer to the CEO's home. Or we can look at all the decisions made to optimize a visible metric, like cost, to the harm of invisible ones. E.g., the open office plan, which is cheap and lets managers supervise by looking out their office window, but significantly harms productivity and employee happiness.
> And every time I quiz them on point 2, they get squirrely.
Well, sure, but all they're being told is that data is the new gold. [0] And gold is valuable, so data must also be valuable. They tend to forget that not all data is gold, because 'some data is gold' isn't what they were told and also isn't fun.
This right here. Most humans will do whatever they can to achieve minimal work. However, they aren't great at gathering all the necessary data and often find local maxima, so there is still some value in "AI augmentation".
Yeah, I don't think tracking this type of data would improve worker productivity, and I think it could actually have the opposite effect of demoralizing employees.
However, I can definitely see some unethical companies being interested in this type of tracking, so I'm guessing there's a market for it.
I'm sitting in a very similar situation.The company I work for provides relatively basic service, however the operational( we are brokers) model is challenging. We have tons of reports and dashboards measuring things from A to Z, sometimes it feels like we are some sort of analytics company. While some metrics are useful and help steer the ship either way,the rest simply becomes noise. Also a lot of data is not being interpreted correctly because of lack of statistics/math skills within the company.
I'm part of an almost entirely remote company, where the headquarters is stationed in a coworking space. If the company offered a WeWork membership for us remote-workers, I'd occasionally like to visit the space for the atmosphere of working around other working people and the conveient coffee, booze, and views.
But as it stands WeWork is far too expensive for me to justify paying out of pocket for considering how noisy the shared areas are compared to any of the cafes down the block from my home, where I can get the same work done in a similar environment for a fraction of the daily cost.
Don't rent in some hipster corner,where you'd have 9/10 doing anything but work.Find a slightly run down office space and get a desk or a tiny room there. I've been to so many non A+ office buildings and most of them are dead quiet because most tenants in such buildings have to work their asses off to make living because they don't operate in high margin,low competition markets.
Sure- and if they report which employees attend meetings and who spend more time at the water cooler, their rent and valuation will go up. That is some serious stretching of possible ways to make money
> We have approximately 1,000 engineers, product designers and machine learning scientists that are dedicated to building, integrating and automating the complex systems we use to operate our business
To do what? I'm not too familiar with them but what more do they have other than a website to look at potential spaces with some photos and a description and sign up for one? Maybe process payments as well?
The biggest tech challenge they have is figuring out how many conferences rooms to build out per X number of offices.
Not enough, and you have a huge queue to use them, too many and you have lost office space rental.
Outside of that there isn't much tech to go around.
We used them before they were WeWork, when they were still GreenDesk in Dumbo.
Overall it was great, and it's a great product given the flexibility and move in ready amenities that it provides and if you ever step foot inside of Regus you will immediately notice the difference.
Though now there is a lot of competition from smaller companies and of course I'm sure Regus has stepped up their game in response.
Their growth is amazing, but ultimately it's still a real estate holding company. The same is true for E-commerce. Though their volume is immense, they trade no where near their multiples for revenue as other tech companies given the different margins they have, cyclical sales cycles, and many other factors that make that sector much less attractive than a pure software play in the B2B space.
But looks like we will see how this all plays out.
Really the exposure that Softbank has here is the real worrying issue. It's a massive stake, at a massive valuation, and if this IPO doesn't perform well (and most people think it won't), this maybe a real red blot on their performance.
> The biggest tech challenge they have is figuring out how many conferences rooms to build out per X number of offices.
How is that a tech challenge?
The only actual tech they have is their swipe card access and room/desk booking systems
They might use some tech internally to optimise certain aspects of their business, but that would be like calling a coffee shop that does their finances in Excel a tech company
I'll see if I can dig up the article, but I think they're planning on tracking everything that workers do in their buildings and giving that data to employers.
>WeWork's latest acquisition is a small software company with 24 employees. Euclid is a spatial analytics platform...Euclid's website says the company is "focused on redefining the workplace experience of the future." Translation: optimizing every aspect of the physical workplace so workers are their most productive. Euclid does this by tracking how people move around physical spaces. Its technology can track how many people showed up to a meeting or to that after-work happy hour. The company can see where employees tend to congregate and for how long. It's all done over Wi-Fi.
There are a couple of issues with this. It's a well-known effect in management theory that workers behave differently when they know they're being observed. Also, presumably most of their tenants employ knowledge workers not factory floor workers, and so data about how often they go to the bathroom or how many steps they take in an hour is probably a lot less relevant than tracking what they're doing on their computers.
Measuring every single second of how it gets spent- That's idiotic. Knowing that everything you do can be easily checked and measured- sometimes it works miracles.
Especially at their scale. A team of 20 could run a Facebook-like experience for 1 million people. Things get much harder after that, but Wework isn't close to the scale where you need more people because things are harder.
One would think that if you have that much invested in engineering business operations that, ya know, your business operations would be profitable. This is the gamble and is based on a volume play, since technology that enables business operations can have tailwind effects.
> including some that the CEO owns and they lease from him
Did you see the part of the filing where, in case of death or incapacitation in the next ten years where the CEO is unable to fulfill his duties, a group of two board members _and_ his wife will select the next CEO, and if those named board members are also not available anymore then his wife will solely pick the two board members who will pick the next CEO with her, and if _she_ is unavailable then the estate of the CEO and his wife will pick the next CEO?
Page 198
I've never seen a company like this transfer to successive control via the private estate of the CEO in case of a vacancy. There's a lot of WTFs in here.
A school I attended once had a similar arrangement with one of its board members. I also vaguely recall that board member defrauding the school of several million dollars and being federally charged...
Under "Properties Leased to The We Company," this is very interesting:
"As of June 30, 2019, future undiscounted minimum lease payments under these leases were approximately $236.6 million, which represents 0.5% of the Company’s total lease commitments as of June 30, 2019."
Page 28 discusses it. They have an interesting approach to managing the conflict:
> Pursuant to our related party transactions policy, all additional material related party transactions that we enter into require either (i) the unanimous consent of our audit committee or (ii) the approval of a majority of the members of our board of directors.
I was pretty impressed when I read "unanimous consent of our audit committee" but then it all went out the window when I saw or the majority of the Board. The company CEO/landlord is the person with the major conflict of interest. He also has the majority voting power of the company stock and will control the board. WeWork's attempt to mitigate this conflict of interest is nothing but smoke and mirrors.
I have used Regus on and off in the US for a decade. I also have a free WeWork subscription through my AMEX platinum (boosting numbers pre-IPO?).
Regus is actually better run and more comfortable...just doesn't have the millenial loft vibe. I think that vibe is costing them too much for a real estate play!
See I always thought WeWork's issues were location related, that the real estate costs were just so massive. Just look at their NYC locations, they have the entirety of the top floor of the Fulton st station, it's gorgeous but seemingly very expensive to rent, I'm sure the crazy busy small Shake Shack downstairs makes a month's worth of the (Upstairs) WeWork's payments every week. But you're right, the other more enclosed locations (like 85 broad) are more comfortable too.
I would also agree with you. They seem to have a focus on some top tier locations for their brand. IWG/Regus is not nearly so fancy...but they do have more locations, more suburban coverage, and usually in typical office parks. Which, FWIW, probably benefits a more money-ready segment of the population...middle class, middle aged, professional class.
They probably tell the new hires the same thing they tell themselves:
* It's always a gamble, but if you'd received $x0,000 of options 3 years ago, they'd be worth $x00,000 now.
* You'll own 0.00x% of the company, and if you owned that much of Facebook you'd be a multimillionaire.
* Companies like Amazon don't make a profit, and the stock market is fine with it. They know Bezos could turn a profit if he wanted to, but he's putting all the money to work growing the business.
* A company's IPO price isn't its all-time peak price; Google's stock increased 9x from their IPO price.
You'll note that, if you look carefully, nowhere in those points did I promise WeWork options would ever be worth anything.
We all know there is no such thing as a free lunch.
(In seriousness, it is neither a Silicon Valley company nor a tech company. All it has in common is that it is using VC funding and SV-style brand marketing to grow to spectacular proportions relative to its underlying revenues)
Profitability and the value of the equity aren't necessarily related, though. Amazon was unprofitable for many years, but its stock still increased in value.
Thats because Amazon was only unprofitable due to Capex and R&D. Their operating margin is fantastic, it was this promise that enticed investors! WeWork on the other hand is very ugly.
This is what seems to not be understood by a lot of investors and people commenting on investments. Amazon could have turned a profit years earlier if they wanted to. Instead it made more sense to continue spending all of their money on expansion and R&D.
It's the same with Tesla. They are selling a shit ton of cars at good markup. If they wanted a profit, they could have one. They just don't want one right now.
Tesla can't achieve profit even after extreme cuts across the board, including capex. Their capex minus D&A has been declining for a while and is negative.
Can you show you get this from? I see it repeated on these boards, ad nauseum, that Tesla is spending their "profits" on R&D and building infrastructure.
But in reality, you can see from their financial statements that Tesla's CAPEX spending is embarrassingly small for an auto company, and shrinking. They spent $2BB in 2018 and are on pace to spend half that in 2019. As a sibling comments states, their spending doesn't even cover depreciation of assets. For comparison, Ford spent almost $10BB on CAPEX last year, GM spent $10.8BB, VW spent over $12BB.
>If they wanted a profit, they could have one. They just don't want one right now.
You can't honestly believe this, can you? What are they waiting for? Why do they keep raising funds? Where is the money going?
Exactly. This was true of Tesla back when they made only the S & X and blew their R&D dollars on Model 3/AP/Batteries but the Model 3's margins are incredibly bad with sky-high ops costs while they are digging a hole like a car stuck in mud. They are promising FSD (to paid customers), Semi & Roadster (To reserved customers), and a Model Y that will surely eat into Model X sales, meanwhile they are clearly reducing spend in these departments. Without a Model S/X Refresh (That Elon is repeatedly saying will never ever happen) or dramatic reduction in BOM / assembly (which, maybe the Model
Y is supposed to bring? maybe? Pigs can fly?) There is no route to profitability.
I agree, but want to emphasize that it's not necessarily sinister: they simply have no money to do the things they've promised. That's best case. Worst case is sinister.
I agree, for the most part, FSD seems simply outlandish and by this point they already had promised coast-to-coast. There really wasn't any real path to their promises.
Yeah, no. There's a fundamental difference between Tesla and Amazon in terms of their profit potential. Super misleading to say that Tesla 'just doesn't want to profit rn'
Not understanding is one option; not trusting is another.
It is presumably quite easy to shuffle operating expenses into the earnings report as capital expenses if a company really wants to, and the 'development' in R&D can hide a bunch of things.
I'm happy to be wrong, but 'Oh, they can make money the minute they choose to, but at the moment they are choosing not to' is a concerning argument. Apple might have gone from "give the money back to shareholders" -> most profitable company in the world -> broke by the time Amazon turns a serious profit for its shareholders. It is yet to be disproven beyond all doubt that Amazon is competitive by virtue of having abysmal profit margins.
Huh? Clearly you are clueless about Tesla's financials.
Tesla's gross margin is a piddly 18%. They also need money to build and maintain service centers, super charger networks (all needed because Tesla doesn't have a dealer network or a gas network).
Then there is debt servicing, working capital, maintaining their plants, inflationary effects of labor wage (as their labor pool gain experience). All these are not discretionary R&D.
Tesla is fundamentally unprofitable and Musk suddenly has realized this and hence the major pivot to FSD (which is about 15 years away)
Tesla differs because they no-longer make reasonable profits on the Model 3 and the better build and more cohesive design of the 3 has eaten the S & X sales.
It's a bit harder to see from the present, but the magic sauce they added 25 years ago was selling things on the Internet. Obvious today, and obvious in hindsight, but the road to here is littered with companies that tried the same but didn't make it.
Look at their retained earnings on the balance sheet. It really only started going up when aws started getting more popular. Amazon always had an insane valuation.
Very true which is why they focused on free cashflow as a measure of profitability which could be immediately realized if they stopped investing their profits in to growth and market domination.
Though, certainly AWS has been a massive benefit for them. Allowing them to truly be disruptive and industry leading while generating massive revenues, growth, and most importantly profitability, however small compared to their overall revenue, to continue to justify their pitch.
WeWork has $33.9 Billion in Non-canceable lease commitments, and it's lease payments are increasing 100% YoY. I think that is the true ticking time bomb for this company. In a world where billion dollar losses (Uber) seems somewhat normal, those lease obligations are still outrageous, and those payments will come due eventually, whether they have the money or not. In 2019 they attributed over $800 Million to operating lease costs. Every year, based on static growth that will double, and my bet is that it may even more than double in some cases. This isn't so much a company as it is a race to light cash on fire and run away.
Seems like they are pretty much levered to the hilt. What happens when the current bubble bursts (or even just deflates) and their occupancy rate declines?
Their business model seems to be selling short term leases and buying long term leases. This is all fine and dandy as long as they can find enough buyers for the short term commitments, but the distribution of almost all such strategies tends to be heavily tailed. You basically collect a small but consistent margin and occasionally suffer heavy and unavoidable losses.
That's a perfectly fine strategy if the company can stay solvent during the loss, but this seems far from certain in case of WeWork.
Extremely levered indeed. I imagine that they will reduce the lease terms from the current average of 15 years when occupancy rates tighten. At that point they have a different problem, their margin difference between their lease payments and their lease revenue (minus the perks, furnishing office spaces) will come down. All said and done, had they been valued at say ~$10B, this would have been still a high risk play but at least the multiple is not so exorbitant. I don't get what Masa saw in this to value them at $47B, there must be something. Isn't he super smart???
> Seems like they are pretty much levered to the hilt. What happens when the current bubble bursts (or even just deflates) and their occupancy rate declines?
Convert the We Work spaces into homeless shelters = profit from Government contracts.
It's important to distinguish between the general form of leased small office space and the WeWork model. In a recession, I feel it's pretty likely companies would look at their expense numbers and decide that WeWork is way too expensive in comparison to options like Regis, work from home, or just eliminating workers outside the main office.
Wouldn't anyone spending money on that just cheap out and go with a library or cafe or home-office to save money? Sure, not working at home is great for productivity for some people, but when push comes to shove, their customers can largely move elsewhere, right?
Maybe if you work alone. But there are plenty of corporate customers of WeWork who will never, ever tell their employees to "work out of a cafe".
The problem of course is that not all customers are big corporates - some are small firms that will scale back spending, or even close, if a recession hits.
This is more appealing to businesses who don't want large capital expenditures, which could or could not be related to a recession. It's more related to market trends and access to a lot of cheap capital.
Even worse, WeWork doesn't generate that much more revenue from tenants than it spends servicing its enormous lease obligations. They admit in the risks section that a significant portion of their members are small and medium sized businesses/freelancers who may be negatively affected by economic downturn. Their average lease duration is 15(!) years, and most do not have early termination provisions.
Does the S-1 disclose the fact that the founder is also one of the company’s biggest business partners? He buys up properties and then leases them to WeWork. Seems like a red flag to me.
Adam is the Alpha and the Omega, the Beginning and the End. Those who invest will inherit all this, and Adam will be their God and they will be his children. But the cowardly, the unbelieving, the shorts -- they will be consigned to the fiery lake of burning sulphur. This is the second death.
I agree with your larger point that his dealings are a huge red flag, but just to clarify, a bunch of that money was borrowing against his existing stock rather than actually selling to investors, which is quite different. Selling can imply a lack of confidence in future value, while borrowing against the stock implies some level of confidence.
When I was in financial trading, I think that's what we called a "Texas hedge".
(A hedge being where you take some of your money and buy protection against downside risk. For example, since I'm in tech, it's in my interest to sell some of my company stock and buy something that is uncorrelated with tech. That way if my company blows up, I won't be totally broke. The Texas hedge is doing the opposite, so that you're even more screwed if the bet doesn't go your way.)
This could indicate confidence, but it could also indicate a double-or-nothing mentality. You can only be so bankrupt, after all.
This is to protect the buildings from liability through issues with workers. You don't want to be sued by a worker for something and have the buildings on the table.
It’s also due to being able to take advantage of lower taxes on capital gains, which you can have if you structure the real estate part of the business to have income from “passive activity” versus “business activity”.
Not really, it sounds like a rainy day fund - a business may be out of business (or out of the building) within ten years, but the building will be around for at least another fifty, retain its value, and provide constant income.
The laundering aspect may have a grain of truth in a way though; instead of having e.g. an investment or sale paid out (and consequently taxed), it's rerouted into buying a building. Why pay I dunno, 50% income tax to get the money right now instead of reinvesting the money and long-term earning a lot more?
The JOBS act seems to get them out of some of that disclosure. On page 126: The JOBS act entitles them to "reduced disclosure about executive compensation arrangements and no requirement to include a compensation discussion and analysis"
This is pretty much how McDonalds controls its franchisees and in fact makes money. While I agree in this case "The We Company" should actually be holding the buildings (as it's a workspace holding company), it's a good way to ensure limited liability to the company and allow the founder to exert control (not saying it's a good thing for share holders).
> We will be treated as an “emerging growth company” pursuant to the JOBS Act for certain purposes until the earlier of the date we complete this offering and December 31, 2019.
> These exemptions include ... reduced disclosure about executive compensation arrangements and no requirement to include a compensation discussion and analysis
I hadn't noticed this in recent big tech IPOs so I looked it up (Rule 12b-2):
> The term emerging growth company means an issuer that had total annual gross revenues of less than $1,070,000,000 during its most recently completed fiscal year.
So they claim to have had under $1.07B of gross revenue in 2018, but they list $1.8B in revenue on page 21.
> We ceased to be an emerging growth company as defined in the JOBS Act on December 31, 2018. However, because we ceased to be an emerging growth company after we confidentially submitted our registration statement related to this offering to the SEC, we will be treated as an emerging growth company for certain purposes until the earlier of the date on which we complete this offering and December 31, 2019.
So they started the process before EOY 2018 where they knew they'd have $1B, so as to avoid disclosure until they are public. Sneaky!
Slack did the same thing, and had $1.05B in revenue for the previous tax-year when they registered (and $2.2B for 2018). I guess this is a convenient goalpost.
> Our membership base has grown by over 100% every year since 2014. It took us more than seven years to achieve $1 billion of run-rate revenue, but only one additional year to reach $2 billion of run-rate revenue and just six months to reach $3 billion of run-rate revenue.
To claim run-rate revenue like this feels imaginary and misleading.
I’m really disgusted by how much recent tech IPOs inject pitch deck-style garbage into the S-1 filing, especially this one. I’ve always had a great amount of respect for the mediating nature of the S-1’s dry, candid, and ruthlessly honest assessment of business risks, and even though those things are still there, they’re blown out by marketing photos, full-page charts, and branding.
This is basically like putting perfume on a term paper. Regulators could do well to clamp down on this sort of activity, especially with the S-1’s reputation as a means to truly inform investors.
WeWork's litigation counsel might have wanted the pitch-deck stuff to go into the S-1 to make the information more understandable to non-business people. That way, the pitch deck would be an official part of the record; in turn, this would mean a couple of things:
1. If disgruntled investors were to sue WeWork, the pitch-deck material could be referred to by WeWork's counsel in tactical maneuvering such as a motion for judgment on the pleadings, without having to jump through all the hoops that might otherwise be required;
2. Worst case, if a lawsuit ended up going all the way to a jury trial, the pitch-deck material presumably would be sent back into the jury room as a "real" exhibit, allowing the jury to review the pitch-deck material during deliberations. (The jurors might even be given individual notebooks with copies.) In contrast, if the pitch deck were left out of the S-1, the judge might or might not allow it to go back into the jury room, especially if it were a so-called demonstrative exhibit prepared for the litigation.
(I teach my contract-drafting students to draft agreements with an eye toward being readable by judges and jurors, with tables, footnotes, non-legalese language etc. — and if the contract language is understandable to a juror, then the parties' business people will be able to get to signature more quickly and are less likely to get into disputes afterwards.)
As a jury consultant who's worked on a lot of securities and M&A-gone-wrong litigation, I don't understand why you think it would be beneficial for pitch deck stuff to go into a disclosure. If I were a defendant accused of making misrepresentations, I'd most likely want the pitch deck kept out. "Pitch deck stuff" is aspirational, to put it charitably. A defendant would ideally want to take the opposite position-- that it made only bullshit-free, clear-eyed representations about upside prospects and downside risk.
Also, I totally disagree about the evidentiary issue and would venture to say you're wrong. First of all, the idea that you'd need to cram a pitch deck into a filing in order to get it into evidence is downright silly. A defendant could easily get it into evidence through a fact witness or PMQ. Second, and more importantly, you wouldn't want to do it in anticipation of litigation because you'd lose any control you might otherwise have had over its admissibility (a filing like that would be pretty much guaranteed to come into evidence). Third, and relatedly, you wouldn't want to do it because, pursuant to my second point, it's then going to come into evidence in all of your cases. As they say, the record is forever.
> As a jury consultant who's worked on a lot of securities and M&A-gone-wrong litigation
Plaintiff- or defense side?
> If I were a defendant accused of making misrepresentations, I'd most likely want the pitch deck kept out.
That's never gonna happen (keeping it out), so good defense counsel will grasp the nettle and get out in front of the issue.
Also (something I didn't mention before but should have):
There's a jury-psychology benefit to being able to say, in effect, we submitted all this to the SEC, and they approved the registration. It's analogous to why patent applicants are well-advised to tell the USPTO about all the prior art that they know of — so that at trial, the patent owner's trial counsel can respond to the infringer's counsel with, yeah, we know about that prior art, because WE TOLD THE EXAMINER about it, and s/he issued the patent, so who ya gonna believe — this infringer's BS argument, or the government expert who was tasked by law with issuing only valid patents? That helps fend off infringers' invalidity challenges.
> "Pitch deck stuff" is aspirational, to put it charitably.
I perused the S-1; at first glance, that pitch-deck stuff is exactly what I imagine WeWork's litigation counsel might affirmatively want the judge, the judge's law clerk, and/or the jury to see — and, at trial, for an expert witness to be able to use as a visual aid in explaining the value proposition to the jury. (I've never done securities litigation, but I used to do IP litigation for complex technologies, where similar principles apply.)
> A defendant could easily get it into evidence through a fact witness or PMQ.
True, but again, it's always nice to be able to point out to the judge/law clerk/jury that this is what was disclosed to the SEC, and that the SEC approved the registration. Sure, legally that fact has very little weight; psychologically, though, it can't hurt and it costs essentially nothing. (You do have to make sure it's factually unchallengeable, but top-flight securities counsel will do their best to achieve that anyway.)
On the whole I do more defense work, but plenty of both. For securities, more often defense. For M&A gone wrong, more often plaintiff.
I take your point about getting out ahead of the issue, but I'm not convinced that it's as powerful an argument as you think it would be, and I think it introduces other risks. Since you're familiar with IP litigation, you're no doubt aware that patents get invalidated by juries all the time in trials where plaintiff counsel makes that argument.
Yeah, except that's not how this works outside the theoretical realm.
In practice, those that actually took companies public know that the more terrible crap you throw into the S-1 ( pitch deck included ) as long as you state that risk-wise you are probably a terrible investment for the public, the better protected you are from the lawsuits in the future when the public's investment does not pan out: you say 'we are doing X and this is our rosy pie in the sky pitch deck, but we must tell you the risk is that none of this is helping us to make money. Buyer beware'
Should one look at the S-1s of the tech companies that went public in last 4-5 years one would see that pattern
Source: Attorneys engaged by the investment banks to help companies to IPO.
Personally I prefer the dry version of SEC fillings. More to the point and with less marketing and PR crap. Also shows you that the finance department is filled with dry professionals, and as much as these finance people can be a pain less professional ones are real curse especially if form matters more than function. Like at my current gig which apparently won an award for their annual reports, the report mind you and not the reported figures. I tried reading it, if you ask me at least 75% are fluff and of the reminder a lot is just lacking substance.
This is also true. Back when I was drafting my then-company's Form 10-K annual reports, for just that reason I loaded up the risk section with a list of all the things that could go wrong, based on studying similar lists from the big software companies. It's sometimes known as vaccination or inoculation — "hey, we told you all these things that could make our stock price go south!"
(The danger with this approach, of course, is that if you inadvertently leave something out, the plaintiffs' lawyers will spotlight the omission and argue, "they LIED!")
Should we just interpret these filings as CYA measures, or do they show the company preparing for an ugly legal battle with investors? Is it possible to tell the difference?
It can also serve as a major red flag, when a company adds in a bunch of unnecessary things while excluding things that aren’t required, but are critical, to valuations such as churn rates.
This was a big one in Uber’s filings where it looked like they were probably mixing in Uber Eats to hide flat or declining usage of the actual ride sharing service. Public companies changing how something has been historically reported also raises similar questions. Report the metrics that look amazing, exclude, merge, or mask the stuff that looks bad.
I don't get that one. How are they justifying placing marketing as Capex instead of Opex? What is the advantage? Are they saying marketing is a depreciating asset?
> they’re blown out by marketing photos, full-page charts, and branding
Companies get a lot of latitude with the first few pages. Seasoned S-1 skimmers peruse that stuff, but save the digging in for the risk factors, financials and the accompanying notes.
"Peruse can mean 'to read something in a relaxed way, or skim' and can also mean 'to read something carefully or in detail.' Peruse is thus a contronym because it has multiple definitions that seem contradict each other."
Yes I realized this, but this makes the word unnecessarily ambiguous and this new definition is the purely the result of enough people using the word incorrectly long enough.
We don't mean "destroy 10%" when we use the word decimate anymore, I get it. Natural language, migration of meaning, subjective denotation etc.
I find this interesting. I've never heard anyone use this word with the meaning that Merriam Webster (and other dictionaries) give as its primary meaning (as in, the one which includes attention to detail).
It always means "just looking around" whenever I hear anyone use it.
Would be interested to hear other's thoughts. Maybe MW should consider changing the order of their definitions.
This sounds very curmudgeonly of you - and I say that in the nicest way. I empathize with your point of view - but I think the graphics promote an important view into how the company perceives themselves. This is also important for investors to take into account.
You can skip the first dozen pages and get to the meat of the S1 further down.
I see this differently. This is a government document, but one that investors will read now and refer back to in the future. Why make it plain boring text when you can spin this document into a reason to invest?
This is an opportunity to tell the world who you are. Interested parties read these for a reason. It might as well look how you want it to look, as long as the same necessary content is listed.
> Why make it plain boring text when you can spin this document into a reason to invest?
That's exactly what the document was designed not to do. It's meant to convey facts, not "spin." Why do we use plain boring text on a prescription label? So the important disclosure information is readily available to consumers in a consistent and uniform format. The same logic applies to SEC filings.
The theory of well-regulated public markets is that all investors and all seekers of cash are put on an equal playing field. The goal is to maximize public confidence in the markets, which in turn maximizes the total useful investment. If hype becomes dominant, that will reduce overall returns and increase return variability. That in turn will reduce investor confidence, which reduces available capital, which reduces economic growth.
I understand that in the US we spend ~$500 billion a year on commercial manipulation, so it can seem normal. But it doesn't have to be, and maybe it shouldn't.
My argument is that they're using the same strategy, language and branding they used to sell their brand to the world to sell their public offering to the world.
I don't perceive that as detrimental, and don't see how designing a document is "disgusting". It's nontraditional.
Yeah, I see this as a pretty interesting illustration at how poor engineers are at figuring out how things actually function in the world for anything other than products.
Indeed, presumably they have paid a sizable team of designers quite well to create these diagrams, graphs, etc.
I was impressed by all the varied ways they have visualized their "data". The tipping scale, for instance, gives a clear before/after projection while being much more visually interesting than a plain graph.
Not to say that I believe all of it, but I do think visually appealing and/or dazzling graphics do have an effect on some types of people. Conscious or not.
While I would agree, I am a programmer, as are many other HN commenters, and even those who aren't are the sort of people who are ok with being on a forum filled with a bunch of programmers. That "garbage" might actually be more readable to a different slice of the public, that finds the "dry" parts so boring as to be unreadable. Just a hypothesis, I have no data to back that up, but maybe some people find the term paper more digestible with a little perfume?
I for one think those photos / charts are important as otherwise you won't understand how big WeWork is. Couple of days ago I was casually checking Wework locations and was surprised that they have 24 locations in Beijing, 10 in Bangalore, 21 in Tokyo ! They are everywhere.
I don't think so - each of these locations are owned by joint venture subsidiaries (IndiaCo, JapanCo etc). Without a diagram like that on page 16, it would be near impossible for an investor to understand how their investment in the IPO relates to these subsidiaries.
There are new paths to going public in the last several years, specifically because the government had made it too expensive to go public and be public primarily after Enron. One decade of companies coming to terms with staying private, one decade of companies coming to terms with the new ways of going public.
It's actually a good thing, they can't be included in a lot of indexes because of that clause which means only people truly intent on setting fire to their cash will ever buy the stock.
This is dangerous in case of WeWork, since founder is leasing property to WeWork. Founder knows how much profit is company generating, he can increase rent prices and make WeWork zero profitable all the time, but his other company earns all profit, because he has >50% voting power, he might decide to stay with his own company even if he increases rent
You know what you're buying. You're buying a share of the earnings/monetary value of the company, and are valuing it based on your belief in zuck as a leader. You are not buying any control in the company, and that's pruiced in. I'm sure shares would be worth more if zuck didn't control the company and you could gain control by buying shares.
So in the best interrest of shareholders, if you believe that shares would be worth more, if they they didnt have this class segregation, then they shouldn't..
Zuckerberg would argue that even if shirt term the value if the stock is lower, his judgement abilities are superior to that of the shareholders, and that it is better for the shareholders if he maintains control. He is also a shareholder after all, and he's doing what he believes will optimize the value of the shares since that is what he's encouraged to do. And who cares if it's in the best interest of shareholders? Shareholders know what they bought. They bought a share of the earnings generated by a company fully controlled by Zuckerberg. If they bought it, then they are fine with these terms. And zuck is clearly happy with things the way they are. If shareholders dont think zuck is maximizing their value, they dont have to own his shares, and if people cared and sold, that would incentivize zuck to change things.
Based on the filing the company awarded 42M stock options to the CEO earlier this year. The filing mentions a share price of $110 per share, so that's over $4B.
That can't be normal, right? That's 10% of the entire company. It's more than Elon Musk got for Tesla by a long shot, and that was already controversial.
Options require the stock to go up to be worth anything. So if the stock price increases ten percent, that would be $420M (120-110) * 42M shares. Still seems like an awful lot.
That's actually not quite how it works: "The options awarded had a per-share exercise price equal to the fair market value of our Class B common stock on the applicable grant date"
Common stock is usually way less expensive than preferred, so while currently the company may be 'valued' at $110 per share, the common stock is probably in the $30s or $40s.
He's likely already up $2B on the stock options (pending vesting), assuming the company does IPO at $47B and all common stock converts at the $110 valuation.
Personally I think this is unheard of -- anyone else know of examples of CEO compensation like this prior to an IPO?
That's not how option valuation works. They're worth the difference of their strike price to the price of the underlying intrinsically. So if his strike is $110 (which it's not for reasons others have pointed out - he was issued options on common stock), he gets the appreciation of the stock after IPO once he exercises. If the stock plummets after IPO, his options will expire worthless. Though they are probably LEAPs, and it's weird to denominate options per-share like that. Normally contracts are for 100 shares and it always confuses me the way companies award options.
According to the prospectus, they lose so much money because they are building out new locations. Their break even point takes about a year for an individual location.
So theoretically, they have a path to profitability. I just wonder where they get the cash in the meantime. >$1B/year burn rate, ouch.
It seems like they need to charge more or operate a leaner operation. Even after excluding marketing and sales expenses, they’re still not profitable. They also apparently have 12k employees, which is way too high.
What the actual heck. Why are startups trying to do schools now? There is no way I'm sending my kid to a company with shareholders. Oh, and it costs $30,000 for your 4 year old to attend preschool. Why must we 'disrupt' anything and everything?
>Rebekah has traveled the world apprenticing and studying under many Master Students, such as His Holiness the Dalai Lama and Mother Nature herself, and is committed to creating an educational community that fosters growth in humans' minds, bodies, and souls elevating the collective consciousness of the world.
Edtech startups have been a thing for quite some time, but yeah, WeXYZ is something different. If it's a building and it has staff, the We compancy will probably try to turn it into a vertical.
“When applying our average revenue per WeWork membership for the six months ended June 30, 2019 to our potential member population of 149 million people in our existing 111 cities, we estimate an addressable market opportunity of $945 billion. Among our total potential member population of approximately 255 million people across our 280 target cities globally, we estimate an addressable market opportunity of $1.6 trillion.
“(...) By applying the average employee occupancy costs to our potential member population of 149 million people in our existing 111 cities, we estimate a total opportunity of $1.7 trillion. Among the approximately 255 million potential members across our 280 target cities globally, we estimate a total opportunity of $3.0 trillion.”
Does a watch manufacturer say that there are approximately 255 million left arms which we can reach by post, and since our watches sell for $1000 that's a $255B opportunity?
> Is this how these things are usually calculated?
Yes, it’s a run-of-the-mill back-of-the-envelope TAM [1] estimate. The point of this number isn’t to value the company. It’s to identify obvious limits to scaling.
In my experience, it's more likely in order to show an enormous number as a way of telling investors, the executives you need to approve your product/project, etc. that your thing has just incredible potential.
It has some value. If the TAM isn't very big and you'd have to achieve 50% of it to ever turn a profit, that may be a red flag. But TAMs that lead to business projections like: "We only need to put our watch on 10% of the left arms in the world to make a huge pile of cash!" are pretty bogus.
Even a nobody likes me knows to take TAM estimates with a grain of salt, so I imagine experienced investors know too.
I suspect if you added up all the TAM estimates for all the industries on Earth you'd get a number somewhere north of 10x the actual total value of the markets on Earth. I feel I'm being conservative; I really wanted to say 50x, but chickened out at the last minute before posting.
But isn't making a claim that it's plausible that every square inch of office space in every modern city will be managed by WeWork actually doing the opposite of identifying some of the obvious limits to scaling?
I suppose some of this is addressed elsewhere under other sections, and the fact that it's called the Total Addressable Market explains a lot, but it does seem remarkably arbitrary and to be of very little value.
You're right, the mistake I was making was not realising that the calculation was for leased office space as an entire industry, rather than as their plausible potential customer base.
Since their actual market is more niche (in practice it seems to be satellite offices, startups and remote workers) than general commercial office space, I'd still propose that it's significantly overstated, but thanks for the correction regardless.
Saudi sovereign wealth fund —> SoftBank Vision Fund —> WeWork
I do wonder why Silicon Valley workers tolerate this given the regime’s track record on... well... everything. Up in arms over Maven or Dragonfly but no one seems to care that this is part of the regime’s plan to sustain itself when the oil runs out.
An interesting thing happened a bit ago related to public companies and how they must account for leases in the accounting standards update 2016-02, Leases (Topic 842). For lessees, any leases that are over 12 months in duration will need to be presented on the company’s balance sheet as a right-to-use asset and corresponding liability for the obligation to pay rent.
So if you are a public company; you can rent space from WeCompany at an 11mo period and you can magically reduce your liabilities vs signing your own office space. While this may seem like a small change, this change could allow execs to improve their financials with accounting gimmicks.
Apparently Adam has pledged $1B in charitable donations over the next 10 years, otherwise he loses voting power. Is this normal?
>To evidence their commitment to charitable causes and to ensure this commitment is meaningful, if Adam and Rebekah have not contributed at least $1 billion to charitable causes as of the ten-year anniversary of the closing date of this offering, holders of all of the Company's high-vote stock will only be entitled to ten votes per share instead of twenty votes per share.```
Wework disclosed in this S-1 that the vast majority of its members are small organizations or a handful of seats purchased by “enterprises.” In the event of an economic downturn I wouldn’t think WeWork could reasonably expect to collect on its membership fees no matter its contracts - their small clients will go out of business or otherwise just stop paying. WeWork is still on the hook for its contractual lease obligations, with lease terms averaging 15 years by its disclosures and between $2.3-$2.4bn of contractual obligations per year in upcoming years.
Their operating expenses + depreciation seems to consistently be equal to their revenue, before the pre-opening expenses, sales and marketing expenses, and new market development expenses.
Investing in growth at a loss makes sense for such a rapidly growing company, but can they make the unit economics work to turn a profit (after covering general and administrative costs as well) when they need to? They do claim to be offering the ability to house employees at less than half the market rate for traditional leases + operations, so I guess they'd be able to raise prices to a more sustainable level when required, assuming those numbers are accurate.
As put off as I am by this whole company's branding and vibe, they do seem to have built a major business and likely have a substantial lead in the space due to brand recognition and operational experience.
I have a very unsophisticated eye, but it's difficult to avoid the feeling that a portion of modern VC is a pump and dump scheme. Particularly when taking into account recent equity moves by WeWork and Beyond Meat.
Beyond at least seems like it's a company with a strong path to profitability during a major shift in the food market towards meat alternatives. IDK what wework is doing...
Let me try to explain with an example. GAAP requires straight line depreciation of a lease. So if I gave you a 2 year lease on a facility and required a single payment of $1M at the end of the term, you'd account for that as 500K expense in year one, 500K in year 2. In year 1, your cash balance didn't change though right? I only wanted payment in year 2. So you record a 500K deferred rent liability to indicate that the expense has yet to hit your cash balance.
Basically over some set of future years they'll have to pay out 2.8B of cash. But they don't disclose the timing on when those payments come due.
They are required to disclose it. See page f-59 at the top. You'll note that their lease payments are 1.3B this year but go up every year after.
Edit: the rate of increase is startling. They are going to have an additional 500M in leases on top of their expense this year plus another 200M come 2021 on top of that
Buzzword Bingo? It's a strange statement that is maybe trying to attract investors that are looking to invest in those categories of companies and exclude others. Might as well just throw in a lot of jargon at that rate.
Going meatless would save money, if anything. Recycling or buying multi-use containers also eventually costs less than single use, especially at scale.
Also, credit where it's due to We. Just because the common opinion of this company is negative, doesn't mean literally everything they do is bad.
From Page 199: "A majority of Adam’s awards are also tied to the Company’s performance as a public company, particularly an increase in our market capitalization that is sustained over a period of at least 60 days".
I just realized that the last raise was at a $44 billion valuation. That seems unhinged. With the numbers in the S-1 filing, a valuation of closer to $20 billion seems more appropriate.
The Company does not have an employment agreement in place with Adam and, accordingly, Adam does not earn any salary from the Company and would not be entitled to severance if he no longer served as Chief Executive Officer. Adam earned no salary in 2018 and only earned $1 in 2017. Moreover, Adam is not entitled to any perquisites from the Company and elects to reimburse the Company in full for any perquisites he may receive in connection with his service as our Chief Executive Officer."
The value of the options he was granted, as well as related party transactions are quite significant though...
> We will be treated as an “emerging growth company” pursuant to the JOBS Act for certain purposes until the earlier of the date we complete this offering and December 31, 2019. An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable generally to public companies in the United States. These exemptions include:
> - an exemption to include in an initial public offering registration statement less than five years of selected financial data
> - reduced disclosure about executive compensation arrangements and no requirement to include a compensation discussion and analysis
> - accounting standards transition period accommodation that allows for the deferral of compliance with new or revised financial accounting standards until a company that is not an issuer is required to comply with such standards.
Number 2 seems surprising. Is that par for course in these dealings?
Having an accounting 101 level of background (I'm sure there are a lot of good online resources to pick up accounting - the basics of accounting are way easier than the basics of computer science IMO)gets you like 90% of the way there to be able to skip down to the financial statements and the footnotes and get a decent sense of what the company looks like. Obviously you can go further and further in depth, and there are a lot of things specific to the IPO process that are good to know, but IMO knowing how to look through the accounting statements and read a balance sheet/income statement/statement of cashflows is the 20% of effort needed to get 80% of the insight you would want.
Is there anybody here who believes WeWork will eventually be profitable? I know most of the people here are skeptics but I'm interested in hearing the other side.
Next Uber? Impressive growth, but their expenses grow at the same pace (they consistently need to spend ~$2 to earn $1).
WeWork's locations are wonderful, but if they want to start making money, they need to start charging more or lower the costs. Won't people just move to cheaper offices then?
really had the opposite experience. To me they feel like a neural net went rogue and scanned through a billion pictures of "generic millenial apartment" and then turned it into workplaces. Every weworks place I've seen seems completely exchangeable and lacking any sort of character.
I strongly disagree. The ones I've been to are shoddily built and badly designed. Door handles break after a few months. There are gaps in walls between offices. And bathrooms have sinks that are borderline unusable because light fixtures are in the way. Sure, everything is new, so it feels kinda fresh and nice at a glance, but I can't imagine the spaces aging well. Or, they'll have to spend money overhauling the interiors every few years.
And that doesn't even touch on their branding and design choices, which, to me at least, don't even begin make up for the cheapo low-quality interiors.
It seems there are a lot of red flags here. The entire thing feels like a ponzi scheme to make the founder insanely wealthy - aka no real business here.
E.g. The founder took a near 0% interest loan for 30M in 2006, raised VC capital, than paid it back in 2009 with the inflated share values.
They are going to be screwed when there’s another recession, given that they don’t actually own the office space they rent out. This is a real gem:
“Substantially all of our leases with our landlords are for terms that are significantly longer than the terms of our membership agreements with our members. The average length of the initial term of our U.S. leases is approximately 15 years, and our future undiscounted minimum lease cost payment obligations under signed operating and finance leases was $47.2 billion as of June 30, 2019.”
> I would say those landlords are going to be in for an even bigger shock.
Not at all. We is a player in major markets that are populated by professional landlords that have been in this business for much longer than the founder of WeWorks has been alive and have seen it all before, dressed in different clothes. At the end of the day, the class A/B/C buildings as well as the lots they sit on and the air rights above them are real appreciating assets, while the tenants are just the revenue stream for opex.
The tenants who want to stay in the building aren't going to be paying the same private equity subsidized prices that WeWork were. I'd imagine in some markets wework is such a big customer now that their collapse would cause massive repercussions.
In a default scenario, the temptation for the building owners and ultimate tenants to cut bilateral deals and screw over the middle man (WeWork) would be huge. For the owner it's win-win - they keep cashflow coming in and if the deal remains short term then they can replace the tenant with someone who will sign a longer-term lease once markets recover fairly easily.
I know one landlord who rented several buildings to them and he understands the risks perfectly, but says the price per sq/ft he's getting paid is so good that even if they blow up within 3 years it's still a great deal.
There's a contribution margin graph on page 72, that kind of tries to explain away their high costs as costs related to their expansion and that their existing locations have a sizable margin that is hidden by all their expansion costs. I don't really buy it, but that sounds like the story they're trying to sell.
tl;dr This dude, through various financial shenanigans, is loaning himself hundreds of millions of dollars to buy real estate and lease it back to WeWork. He then pays the loans off by issuing shares of We Work stock. Nothing is illegal about this, but it stinks to high heaven. But hey, he doesn't draw a salary as CEO!
From the Company Loans Section:
In May 2013 and February 2014, we issued loans to WE Holdings LLC for $10.4 million (interest rate 0.2% per year; maturity May 30, 2016) and $15.0 million (interest rate 0.2% per year; maturity February 4, 2017), respectively. The loans were collateralized by shares of our capital stock held by We Holdings LLC, and each loan provided us with the option to purchase a number of these shares in full settlement of the applicable loan. We exercised these options in May 2016, purchasing and retiring an aggregate of 8,398,670 shares of our capital stock in full settlement of the loans.
In June 2016, we issued a loan to Adam totaling $7.0 million (interest rate of 0.64% per year; maturity June 14, 2019). In November 2017, Adam repaid the loan in full, including $0.1 million in interest, in cash.
Then from the Properties Leased to The We Company section:
During the years ended December 31, 2016, 2017 and 2018, we made cash payments totaling $3.1 million, $5.6 million and $8.0 million to the [CEO] under these leases.
Sounds like they are straight up loaning the CEO money so he can buy buildings and lease them back to the We Company. Bonkers.
From the Personal Loans section:
Adam currently has a line of credit of up to $500 million with UBS AG, Stamford Branch, JPMorgan Chase Bank, N.A. and Credit Suisse AG, New York Branch, of which approximately $380 million principal amount was outstanding as of July 31, 2019. The line of credit is secured by a pledge of approximately [BLANK] shares of our Class B common stock beneficially owned by Adam.
From the WPI Fund and ARK section:
We have entered into operating lease agreements with [the CEO] in which the WPI Fund (or, following the ARK/WPI combination, other real estate acquisition vehicles managed or sponsored by ARK) have an interest, on what we believe to be commercially reasonable terms no less favorable to us than could have been obtained from unaffiliated third parties. During the years ended December 31, 2016 and 2017, no rent expense or cash payments had been recognized by us relating to these agreements as we were not yet occupying any properties owned by these entities and had not paid any rent under these leases. During the year ended December 31, 2018 and the six months ended June 30, 2019, we made cash payments totaling $0.0 million and $0.6 million, respectively, and we recognized
From Personal Real Estate Transactions section:
With respect to the six properties not currently occupied by the Company, in connection with exercising its option to acquire a property in the first year of the management agreement, the ARK Manager and the Company may determine that a subsidiary of the Company should occupy any of such properties to the extent the ARK Manager and the Company agree on terms of any such occupancy agreement.
An S-1 is the prospectus a company has to file before going public. It includes historical financials, an overview of the business, go-to-market and a lot of additional information. It should generally tell you everything relevant about the company.
In addition to what others said, this belongs at the top of HN because one of HN's primary missions is to be the social media platform of the California VC community. The IPO is the final crowning achievement of everything that YCombinator stands for as a start-up accelerator, so the S-1 is the first very important pulling back of the curtain of exactly what the incubator-driven, VC-fueled startup ecosystem has wrought.
And in this case, the emperor appears to have no clothes. Good luck everyone. See ya in the breadlines!
The company WeWork is going public, and, as part of becoming a publicly traded company, they have to file documents saying what they make, what they lose in expenses, etc.
The S-1 document has that info, and it has been released. There are a lot of red flags, such as a $2 spend for each $1 made.
I've disliked WeWork from the beginning, it pretends to be a tech company but it's just an old school real estate play. I still wouldn't short it, especially early on.
Yeah, with the yield curve news lately, I'm really considering a short but I'm well aware the market can stay irrational longer than I can stay solvent
WE owns WeWork / is WeWork (think Alphabet and Google).
They run co-working and remote office locations. Perfect place to be if you're a remote worker needing on office or a small firm or start-up, hence the HN discussion and interest.
> We have 3 classes of stock: Class A shares which have 1 vote, class B shares, which have 20 votes, and class C shares which have 20 votes. All classes vote alongside each other.
I wouldn’t consider being an investor in this company unless class B or C shares are publicly traded. Just look at the underperformance of GOOGL, SNAP, and SQ for reasons why not to be an investor here.
This stock went from $54 in Aug 2004 to $1196 today. Just for me to understand, is that "underperformance"? Is your claim that other stocks that have a traditional voting structure have outperformed GOOGL over the same time period or that GOOGL itself could have achieved much higher highs, say 30x instead of a mere 22x? Either way, those are tall claims and it's on you to prove it.
There was a time when GOOGL was $900 and AMZN was $900. Look at where their share prices are now. $1182 and $1791. One of them underperformed the other.
To elaborate further the justification for this discrepancy for anyone who likes reading:
Stocks are ultimately worth a function of 4 things:
1) The value of their future dividends,
2) The value of their future stock buybacks,
3) The value of remaining book assets at company liquidation/bankruptcy,
or 4) the value per share everyone will receive if the company is bought out.
People can invest for non-monetary reasons: for example wanting to invest in Tesla because they just want electric cars to be a thing or investing in Google because they just love certain aspects of the company. However, at late-stage investing, investments are based on fiduciary incentives from these 4 returns of capital. Absent those 4 methods of returning capital, stock investing is a pyramid scheme.
Amazon shareholders can eventually collude together to vote for more returns of capital if they ever stop believing in Jeff Bezos’s above average performance in returning increasingly higher amounts of free cash flow. This is about as likely as it is for Buffet’s BRK.A/BRK.B (highly unlikely due to his high profile but not impossible if everything were to go south).
A buyout of Alphabet is unlikely at this point because only 3 companies have a higher market cap now. Tech companies don’t have much book value to liquidate. They can potentially choose to not to ever give a dividend and they can keep doing share buybacks in joke quantities —- and pension funds can’t potentially vote to change that.
This is my theory for these stock performance discrepancies and I’d be happy to hear others thoughts on this.
Your point is completely correct. A tiny bit for the full possible return being greater. Google IPOed at $85. And closed at $100. Either way, the initial price is between $42.50 and $50, accounting for the stock split. It’s between 24-28x based on yesterday’s price (before 2.5% drop today).
Lets say they were publicly traded, and not held for institutions, VCs, and fonders.
Would you as a person, buying Class B shares ever buy enough that the 20 votes per share matter? Why does the number of votes to you matter, unless you sank a few hundred million into the company (at which point, you would be an institution or vc), your votes wouldn't matter with any of the classes.
While the answer would be no for most, it helps to have VCs and institutions that have a buy-in price similar to yours, essentially advocating to protect everyone's investment.
GOOGL has voting rights versus GOOG. There hasn't been a large performance difference though. IAC vs. MTCH, FB, Nike, Berkshire, and Regeneron all have done well though long-term with dual share classes as contra examples. Founder led companies typically out-perform the market. In WeWork's case though, we've seen huge governance red flags already though, so I am not saying voting rights don't matter. If the management is aligned with the long-term vision (not selling $700M before the IPO), they typically matter less.
Sergey Brin and Larry Page together own 14% of Alphabet’s shares but own 56% of Alphabet’s voting rights because the shares they own are mostly non-public preferred shares. Since they own more than 51% of the voting rights, GOOGL shares don’t carry a meaningful premium over GOOG. Today, the premium is only between $2 and $3.
Square was a $35B company 2 weeks ago before a disappointing earnings. Stock was up 9x from IPO less than 4 years ago. How is that disappointing? The stock tanked hard from the earnings so it’s a $26B company now with $60-62 stock price. Still much better than the $9 IPO price.
Google is the 4th biggest company in the world. Don’t need to even go there.
Snap growth was already stalling when they IPOed and then Facebook especially Instagram really went after them.
> We have a history of losses and, especially if we continue to grow at an accelerated rate, we may be unable to achieve profitability at a company level (as determined in accordance with GAAP) for the foreseeable future.
I understand the reasoning behind having these in the document, but I always get a kick out of seeing it said so plainly.